Current Report Filing (8-k)
March 07 2018 - 3:06PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
December 28, 2017
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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0-35737
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94-3306718
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
(240) 497-9024
(Registrant’s telephone number, including
area code)
(Former Name or Former Address, if Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 3.02.
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Unregistered Sales of Equity Securities.
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Warrant Adjustments
On March 1 through March 7, 2018, Northwest
Biotherapeutics, Inc. (the “Company”) and certain investors agreed to modify the terms of outstanding warrants held
by such investors. Pursuant to the agreements, the investors agreed not to exercise their warrants before a vote of the shareholders
of the Company to increase the authorized capital stock of the Company is held or a predetermined date of either June 1, 2018 or
four months from the date of the agreement. The modifications generally provided for a one-year extension to the expiration date
of such warrants and a decrease in the exercise price of the warrants. The Company entered into a similar arrangement with an investor
on December 28, 2017. In the aggregate, the Company modified warrants exercisable for up to 92,880,721 shares of common stock,
with new expiration dates ranging between September 15, 2018 and June 30, 2022 and new exercise prices ranging between $0.24 and
$2.50. Certain of the warrants retained their original exercise prices ranging as low as $0.175. To the extent applicable, the
securities were issued pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities
Act.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NORTHWEST BIOTHERAPEUTICS, INC.
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Date: March 7, 2018
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By:
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/s/ Linda Powers
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Name:
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Linda Powers
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Title:
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Chief Executive Officer and Chairman
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